There are likely few ‘high stakes’ business men and women and (hopefully) fewer commercial attorneys who won’t be familiar with an arbitration clause. Typically, such a clause will oblige the parties to an agreement to refer any dispute arising from the agreement, to be determined by an arbitration tribunal in...

1. Introduction The doctrine of the corporate veil suggests that the legal personality of a company and the personalities of its shareholders and directors are separated. The corporate veil is regarded as the general principle in terms of a company’s liability. It is clear that legal personality of a company...

An agreement that is unenforceable from the moment it is created is void ab initio (or void from the outset). Examples would be that the contract did not possess any one of the essentialia of a valid contract as at the time of conclusion and therefore a contract could never have been...

Dear friends and clients, We are pleased to report that we have once again had a brilliant year thanks to your invaluable support. In 2014, we have managed to create tremendous value for our clients and have protected the interests of several clients successfully. From a strategic point of view,...

It is common practice within the commercial environment to conclude contracts which are subject to suspensive conditions or otherwise known as condition precedents (“CPs”). Whilst most CPs are relevant and necessary for a variety of reasons (dependent on the particular transaction), ensuring the accurate fulfillment of same is often not...

Section 76 of the Companies Act No. 71 of 2008 (“Act”) sets out the partial codification of directors’ duties and liabilities. The partial codification of directors’ duties has effectively narrowed the scope of directors’ duties due to the statutory defence available to directors in the form of satisfying the test...

Introduction Before delving into an investigation as to the differences between an unincorporated association and an universitas, it is essential to have a basic understanding of the two concepts: An unincorporated association is a voluntary association existing under the common law. It is not a juristic person and cannot own...

A significant aspect to consider under the auspices of the National Credit Act 34 of 2005 (“NCA”) is when a repayment of a loan agreement is made by way of cheque and upon such cheque being presented for payment, the payment fails and the cheque is subsequently dishonoured. The notable...

The estate of a debtor who has committed an act of insolvency or who is in fact insolvent may be sequestrated. “Debtor” is defined in section 2 of the Insolvency Act No. 24 of 1936 (“Act”), as “a person or a partnership or the estate of a person or partnership...

In practice one often finds one’s self dealing with the situation where the shareholders of a private company who are also the directors of said company have fallen into a dispute and have reached the situation where they can no longer work together. At this point in time, one of...